The racers speed to Mustard Spread, Arkansas. Dick Dastardly extends a lever to flip The Bouldermobile. It breaks up into a rockpile, then reassembles, still in first place. The Creepy Coupe is in second and use dragon power to catch up, but Red Max overtakes them both, then crashes into a river. The Ant Hill Mob use getaway power to move up from last place, but a motorcycle cop spots them and pursues, so they leave the course to lose him.
As other racers pass through a ravine, Dastardly has Muttley set some dynamite to cause a landslide, but it fails to ignite and the racers pass through safely. As Dastardly goes to investigate, Muttley reconnects a loose wire, and the dynamite explodes in Dastardly's face. Professor Pat Pending is stopped by the landslide, but he changes The Convert-a-Car into a hot air balloon and flies over it.
With Peter Perfect now leading, Blubber Bear blows up a balloon, then points it backward as it deflates, pushing them ahead. Sergeant Blast blows his bugle as The Army Surplus Special passes them all. Then the Professor takes the lead as his hot air balloon changes back.
The Ant Hill Mob discover the Seven Dwarves' cabin and disguise themselves as the dwarves. When Penelope Pitstop asks them for directions, they give her some to get her lost. Then they direct Dastardly into a mud pit and get back in the race.
The racers get jumbled up in a freeway cloverleaf. When the narrator asks how, Dastardly explains that he merely turned the exit sign the wrong way, but he demonstrates the turning, flipping back to its correct position and the racers immediately exit and run him over.
Rufus Ruffcut and Sawtooth take the lead, but hits a rough patch of road that nearly shakes The Buzzwagon apart. The Creepy Coupe creeps ahead with bat power. Peter Perfect stretches into the lead, literally, then the Convert-a-Car walks past him.
Near the finish line, a train crossing the road halts everyone's progress, except for Dastardly, who is already on the other side gloating. The train comes to a stop, a boxcar's doors slide open, and Penelope drives right through. Dastardly walks over to the boxcar to "Drat" her, and the others drive over him again. Number 2, number 4, number 10, and Double Zero jockey for the lead, and in a photo finish it's Red Max!
- Red Max (The Crimson Haybaler)
- The Gruesome Twosome (The Creepy Coupe)
- Rufus Ruffcut and Sawtooth (The Buzzwagon)